[FACE OF NOTE]
CUSIP NO.
REGISTERED
PRINCIPAL AMOUNT
No. FX -
JOHN DEERE B.V.
MEDIUM-TERM NOTE
Due from 9 Months to 30 Years from Date of Issue
Unconditionally Guaranteed by Deere & Company
(FIXED RATE)
If the registered owner of this Security (as indicated below)
is The Depository Trust Company (the "DEPOSITORY") or a nominee of the
Depository, this Security is a Global Security and the following two legends
apply:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED STATES FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
144
145
JOHN DEERE B.V., a corporation organized and existing under
the laws of The Netherlands (herein referred to as the "COMPANY", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
_______________, or registered assigns, the principal sum of ______________
in the Specified Currency on the Stated Maturity Date shown above (except to the
extent redeemed or repaid prior to the Stated Maturity Date), and to pay
interest, if any, thereon at the Interest Rate shown above from the Original
Issue Date shown above or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on March 15 and
September 15 of each year (unless other Interest Payment Dates are shown on the
face hereof) (each, an "INTEREST PAYMENT DATE") until the principal hereof is
paid or made available for payment and on the Stated Maturity Date, any
Redemption Date or Repayment Date (such terms are together hereinafter referred
to as the "MATURITY DATE" with respect to the principal repayable on such date);
PROVIDED, HOWEVER, that any payment of principal (or premium, if any) or
interest, if any, to be made on any Interest Payment Date or on the Maturity
Date that is not a Business Day (as defined below) shall be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date or the Maturity Date, as the case may be, and no
additional interest shall accrue on the amount so payable as a result of such
delayed payment. For purposes of this Security, unless otherwise specified on
the face hereof, "BUSINESS DAY" means any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; PROVIDED, HOWEVER, that, with respect to foreign currency
Notes, such day is also not a day on which commercial banks are authorized or
required by law, regulation or executive order to close in the Principal
Financial Center (as defined below) of the country issuing the specified
currency (or, if the specified currency is the euro, such day is also a day on
which the Trans-European Automated Real-time Gross Settlement Express Transfer
(TARGET) System is open). "Principal Financial Center" means (i) the capital
city of the country issuing the specified currency or (ii) the capital city of
the country to which the designated LIBOR Currency relates, as applicable,
except, in the case of (i) or (ii) above, that with respect to United States
dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders,
Portuguese escudos, Italian lire, South African rand and Swiss francs, the
Principal Financial Center" shall be The City of New York, Sydney and (solely in
the case of the specified currency Melbourne), Toronto, Frankfurt, Amsterdam,
Milan, London (solely in the case of the designated LIBOR Currency),
Johannesburg and Zurich, respectively.
Any interest hereon is accrued from, and including, the next
preceding Interest Payment Date in respect of which interest, if any, has been
paid or duly provided for (or from, and including, the Original Issue Date if no
interest has been paid) to, but excluding, the succeeding Interest Payment Date
or the Maturity Date, as the case may be. The interest, if any, so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
146
provided in the Indenture (referred to on the reverse hereof), be paid to the
person (the "HOLDER") in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date (unless other Regular Record Dates are specified on the
face hereof) (each, a "REGULAR RECORD DATE"); PROVIDED, HOWEVER, that, if this
Security was issued between a Regular Record Date and the initial Interest
Payment Date relating to such Regular Record Date, interest, if any, for the
period beginning on the Original Issue Date and ending on such initial Interest
Payment Date shall be paid on the Interest Payment Date following the next
succeeding Regular Record Date to the Holder hereof on such next succeeding
Regular Record Date; and PROVIDED FURTHER that interest, if any, payable on the
Maturity Date will be payable to the person to whom the principal hereof shall
be payable. Any such interest not so punctually paid or duly provided for any
Interest Payment Date other than the Maturity Date ("DEFAULTED INTEREST") will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a special
record date (the "SPECIAL RECORD DATE") for the payment of such Defaulted
Interest to be fixed by the Trustee (referred to on the reverse hereof), notice
whereof shall be given to the Holder of this Security not less than ten days
prior to such Special Record Date, or may be paid at any time in any other
lawful manner, all as more fully provided in the Indenture.
Unless otherwise specified above, all payments in respect of
this Security will be made in U.S. dollars regardless of the Specified Currency
shown above unless the Holder hereof makes the election described below. If the
Specified Currency shown above is other than U.S. dollars, the Exchange Rate
Agent (referred to on the reverse hereof) will arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse
hereof; PROVIDED, HOWEVER, that the Holder hereof may, if so indicated above,
elect to receive all or a specified portion of any payment or principal,
premium, if any, and/or interest in respect of this Security in such Specified
Currency by delivery of a written request to the corporate trust office of the
Trustee, in the City of New York on or prior to the applicable Regular Record
Date or at least fifteen calendar days prior to the Maturity Date, as the case
may be. Such request may be in writing (mailed or hand delivered) or by cable,
telex or other form of facsimile transmission. The Holder hereof may elect to
receive payment in such Specified Currency for all principal, premium, if any,
and interest, if any, payments and need not file a separate election for each
payment. Such election will remain in effect until revoked by written notice to
the Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the applicable Regular Record Date or at least fifteen
calendar days prior to the Maturity Date, as the case may be.
Notwithstanding the foregoing, if the Company determines that
the Specified Currency is not available for making payments in respect hereof
due to the imposition of exchange controls or other circumstances beyond the
Company's control, the Company will be entitled to satisfy its obligations to
holders of Foreign Currency Notes by making such payment in U.S. dollars on the
basis of the noon buying rate in The City of New York for cable transfers of the
Specified Currency as certified for customs purposes (or, if not so certified as
otherwise determined) by the Federal Reserve Bank of New York (the "Market
Exchange Rate") as computed by the Exchange Rate Agent on the second Business
Day prior to such payment or, if
147
not then available, on the basis of the most recently available Market
Exchange Rate or as otherwise indicated on the face hereof. Any payment made
in United States dollars under such circumstances shall not constitute an
Event of Default (as defined in the Indenture).
In the event of an official redenomination of the Specified
Currency, the obligations of the Company with respect to payments on this
Security shall be deemed, immediately following such redenomination, to provide
for payment of that amount of redenominated currency representing the amount of
such obligations immediately before such redenomination. Except as set forth
above, in no event shall any adjustment be made to any amount payable hereunder
as a result of any change in the value of the Specified Currency shown above
relative to any other currency due solely to fluctuations in exchange rates.
To secure the due and punctual payment of principal, any
premium, any interest and Additional Amounts on this Security by the Company
under the Indenture, when and as the same shall become due and payable, whether
at the Stated Maturity, by declaration of acceleration, call for redemption or
otherwise, Deere & Company has unconditionally guaranteed the Securities
pursuant to the terms of the Guarantee endorsed hereon and in Section XVI of the
Indenture referred to on the reverse hereof (the "Guarantee").
Until this Security is paid in full or payment therefor in
full is duly provided for, the Company will at all times maintain a Paying Agent
(which Paying Agent may be the Trustee) in The City of New York (which, unless
otherwise specified above, shall be the "Place of Payment"). The Company has
initially appointed The Chase Manhattan Bank (National Association), at its
office in The City of New York as Paying Agent.
Unless otherwise shown above, payment of interest on this
Security (other than on the Maturity Date) will be made by check mailed to the
registered address of the Holder hereof; PROVIDED, HOWEVER, that, if (i) the
Specified Currency is U.S. dollars and the Holder hereof is the Holder of U.S.
$10,000,000 or more in aggregate principal amount of Securities of the series of
which this Security is a part (whether having identical or different terms and
provisions) or (ii) the Specified Currency is a Foreign Currency, and the Holder
has elected to receive payments in such Specified Currency as provided for
above, such interest payments will be made by check mailed on the relevant
Interest Payment Date to the person entitled thereto as such address shall
appear in the Security Register or, at such Holder's option, by wire transfer to
a bank account maintained by the Holder hereof in the country of the Specified
Currency, but only if appropriate instructions have been received by the Trustee
on prior to the applicable Regular Record Date. The principal of this Security
if the Specified Currency is a Foreign Currency, together with interest accrued
and unpaid thereon, due at the Maturity Date shall be paid in immediately
available funds upon surrender of this Security at the corporate trust office of
the Trustee in The City of New York, or, at the Company's option, by wire
transfer to such bank account of immediately available funds to an account with
a bank designated at least fifteen calendar days prior to the Maturity Date by
the Holder hereof, provided, such bank has appropriate facilities to make such
payments and this Security is presented and surrendered at the office or agency
designated by the Company for such purpose in the borough of Manhattan, the City
of New York, in time for the Trustee to make such payments in such funds in
accordance with its normal procedures. Unless otherwise specified above, the
principal hereof (and premium, if any) and
148
interest, if any, hereon payable on the Maturity Date will be paid in
immediately available funds upon surrender of this Security at the office of
the Trustee maintained for that purpose in the Borough of Manhattan, The City
and State of New York (or at such other location as may be specified above).
The Company will pay any administrative costs imposed by banks in making
payments in immediately available funds but, except as otherwise provided
under Additional Amounts above or on the reverse hereof, any tax, assessment
or governmental charge imposed upon payments will be borne by the Holders of
the Securities in respect of which such payments are made.
Interest on this Security, if any, will be computed on the
basis of a 360-day year of twelve 30-day months.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
149
IN WITNESS WHEREOF, the Company has caused this Fixed Rate
Medium-Term Note, Due from 9 Months to 30 Years from Date of Issue
Unconditionally Guaranteed by Deere & Company, to be duly executed under its
facsimile corporate seal.
JOHN DEERE B.V.
By:
---------------------------------
Authorized Officer
Attest:
---------------------------------
Secretary of Deere & Company
Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the within-
mentioned Indenture
THE CHASE MANHATTAN BANK,
as Trustee
By:
---------------------------------
Authorized Officer
150
[REVERSE OF NOTE]
JOHN DEERE B.V.
MEDIUM-TERM NOTE
Unconditionally Guaranteed by Deere & Company
Section 1. GENERAL. This Security is one of a duly authorized
issue of securities (herein called the "SECURITIES") of the Company, issued and
to be issued in one or more series under an indenture, dated as of March 30,
2001, as it may be supplemented from time to time (herein called the
"INDENTURE"), between the Company, Deere & Company, a Delaware corporation (the
"Guarantor") and The Chase Manhattan Bank (successor by merger to The Chase
Manhattan Bank (National Association)), Trustee (herein called the "TRUSTEE",
which term includes any successor trustee under the Indenture with respect to a
series of which this Security is a part), to which Indenture and all indentures
supplemental thereto, reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Guarantor, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof which is unlimited
in aggregate principal amount.
Section 2. PAYMENTS. If the Specified Currency is other than
U.S. dollars and the Holder hereof fails to elect payment in such Specified
Currency, the amount of U.S. dollar payments to be made in respect hereof will
be determined by the Exchange Rate Agent specified on the face hereof or a
successor thereto (the "EXCHANGE RATE AGENT") based on the highest bid quotation
in The City of New York at approximately 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected
by the Exchange Rate Agent and approved by the Company for the purchase by the
quoting dealer of the Specified Currency for U.S. dollars for settlement on such
payment date in the aggregate amount of the Specified Currency payable to all
Holders of Securities denominated in a Foreign Currency scheduled to receive
U.S. dollar payments and at which the applicable dealer commits to execute a
contract. If three such bid quotations are not available, payments will be made
in such Specified Currency. All currency exchange costs will be borne by the
Holder of the Security by deductions from such payments.
Except as set forth below, if the Specified Currency is other
than U.S. dollars and the Specified Currency is not available due to the
imposition of exchange controls or to other circumstances beyond the Company's
control, the Company will be entitled to make payments in U.S. dollars on the
basis of the noon buying rate in The City of New York for cable transfers of
such Specified Currency as certified for customs purposes (or, if not so
certified, as otherwise determined) by the Federal Reserve Bank of New York (the
"MARKET EXCHANGE RATE") for such Specified Currency as computed by the Exchange
Rate Agent on the second Business Day prior to the applicable payment date or,
if the Market Exchange Rate is then not available, on the basis of the most
recently available Market Exchange Rate or as otherwise indicated above.
All determinations referred to above made by the Exchange Rate
Agent will be at its sole discretion (except to the extent expressly provided
that any determination is subject to
151
approval by the Company or the Guarantor, as the case may be) and, in the
absence of manifest error, will be conclusive for all purposes and binding on
the Holder of this Security, and the Exchange Rate Agent will have no
liability therefor.
All currency exchange costs will be borne by the Company
unless the Holder of this Security has made the election to receive payments in
the Specified Currency. In that case, the Holder shall bear its pro rata portion
of currency exchange costs, if any, by deductions from payments otherwise due to
such Holder.
References herein to "U.S. DOLLARS" or "U.S. $" or "$" are to
the currency of the United States of America.
Section 3. REDEMPTION. If so specified on the face hereof, the
Company may at its option redeem this Security in whole or from time to time in
part in increments of $1,000 (provided that any remaining principal amount of
this Security shall not be less than the Minimum Denomination specified on the
face hereof) on or after the date designated as the Initial Redemption Date on
the face hereof at 100% of the unpaid principal amount hereof or the portion
thereof redeemed (or, if this Security is a Discount Security, such lesser
amount as is provided for below) multiplied by the Initial Redemption Percentage
specified on the face hereof, together with accrued interest, if any, to the
Redemption Date. Such Initial Redemption Percentage shall decline at each
anniversary of the Initial Redemption Date by an amount equal to the Annual
Redemption Percentage Reduction until the redemption price is 100% of the unpaid
principal amount hereof. The Company may exercise such option by causing the
Trustee to mail a notice of such redemption at least 30 but not more than 60
days prior to the Redemption Date. In the event of redemption of this Security
in part only, a new Security or Securities for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the cancellation hereof.
If less than all of the Securities with like tenor and terms to this Security
are to be redeemed, the Securities to be redeemed shall be selected by the
Trustee by such method as the Trustee shall deem fair and appropriate. However,
if less than all the Securities of the series, of which this Security is a part,
with differing issue dates, interest rates and stated maturities are to be
redeemed, the Company in its sole discretion shall select the particular
Securities to be redeemed and shall notify the Trustee in writing thereof at
least 45 days prior to the relevant redemption date.
This Security may be redeemed at the option of the Company or
the Guarantor (or their successors) in whole but not in part at any time at a
redemption price as determined under this Section 3, first paragraph, if, (i)
the Company or the Guarantor is or would be required to pay Additional Amounts
as a result of any change in or amendment to the laws or any regulations or
rulings promulgated thereunder of The Netherlands (or in the case of a successor
person to the Company, of the jurisdiction in which such successor person is
organized or any political subdivision or taxing authority thereof or therein)
or any change in the official application or interpretation of such laws,
regulations or rulings, or any change in the official application or
interpretation of, or any execution of or amendment to, any treaty or treaties
affecting taxation to which The Netherlands (or such other jurisdiction or
political subdivision or taxing authority) is a party, which change, execution
or amendment becomes effective on or after the date of issuance of such series
pursuant to Section 301(7) of the Indenture (or in the case of a
152
successor Person to the Company, the date on which such successor Person
became such or in the case of an assumption by the Guarantor or its
Subsidiaries of obligations of the Company under the Securities, the date of
such assumption), or (ii) as a result of any change in the official
application or interpretation of, or any execution of or amendment to, any
treaty or treaties affecting taxation to which The Netherlands (or in the
case of a successor Person to the Company, to which the jurisdiction in which
such successor Person is organized or any political subdivision or taxing
authority thereof or therein) is a party, which change, execution or
amendment becomes effective on or after a date on which the Guarantor or any
of its Subsidiaries (an "Intercompany Debtor") borrows money from the
Company, the Intercompany Debtor is or would be required to deduct or
withhold tax on any payment to the Company to enable the Company to make any
payment of principal, premium, if any, or interest, and the payment of such
Additional Amounts, in the case of clause (i), or such deductions or
withholding, in the case of clause (ii), cannot be avoided by the use of any
reasonable measures available to the Company, the Guarantor or the
Intercompany Debtor. Prior to the giving of notice of redemption of such
Securities pursuant to the Indenture, the Company will deliver to the Trustee
an Officers' Certificate, stating that the Company is entitled to effect such
redemption and setting forth in reasonable detail a statement of
circumstances showing that the conditions precedent to the right of the
Company to redeem such Securities have been satisfied.
Further, if, pursuant to Section 801(4) of the Indenture, a
Person into which the Company is merged or to whom the Company has conveyed,
transferred or leased its properties or assets has been or would be required to
pay any Additional Amounts as provided in the Indenture, each series of
Securities may be redeemed at the option of such Person in whole, but not in
part, at any time, at a redemption price as determined under this Section 3,
first paragraph. Prior to the giving of notice of redemption of such Securities
pursuant to the Indenture, such Person shall deliver to the Trustee an Officers'
Certificate, stating that such person is entitled to effect such redemption and
setting forth in reasonable detail a statement of circumstances showing that the
conditions precedent to the right of such person to redeem such Securities have
been satisfied.
Section 4. REPAYMENT. If so specified on the face hereof, this
Security shall be repayable prior to the Stated Maturity Date at the option of
the Holder on each applicable Optional Repayment Date shown on the face hereof
at a repayment price equal to 100% of the principal amount to be repaid,
together with accrued interest, if any, to the Repayment Date. In order for this
Security to be repaid, the Trustee must receive at least 30 but not more than 60
days prior to an Optional Repayment Date, this Security with the form attached
hereto entitled "OPTION TO ELECT REPAYMENT" duly completed. Any tender of this
Security for repayment shall be irrevocable. The repayment option may be
exercised by the Holder of this Security in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Security shall not
be less than the Minimum Denomination specified on the face hereof). Upon any
partial repayment, this Security shall be cancelled and a new Security or
Securities for the remaining principal amount hereof shall be issued in the name
of the Holder of this Security.
Section 5. SINKING FUND. Unless otherwise specified on the
face hereof, this Security will not be subject to any sinking fund.
153
Section 6. DISCOUNT SECURITIES. If this Security, (such a
Security being referred to as a "DISCOUNT SECURITY") (a) has been issued at an
Issue Price lower, by more than a DE MINIMIS amount (as determined under United
States federal income tax rules applicable to original issue discount
instruments), than the principal amount hereof and (b) would be considered an
original issue discount security for United States federal income tax purposes,
then the amount payable on this Security in the event of redemption by the
Company, repayment at the option of the Holder or acceleration of the maturity
hereof, in lieu of the principal amount due at the Stated Maturity Date hereof,
shall be the Amortized Face Amount (as defined below) of this Security as of the
date of such redemption, repayment or acceleration. The "AMORTIZED FACE AMOUNT"
of this Security shall be the amount equal to the sum of (a) the Issue Price (as
set forth on the face hereof) plus (b) the aggregate of the portions of the
original issue discount (the excess of the amounts considered as part of the
"stated redemption price at maturity" of this Security within the meaning of
Section 1273(a)(2) of the Internal Revenue Code of 1986, as amended (the
"CODE"), whether denominated as principal or interest, over the Issue Price of
this Security) which shall theretofore have accrued pursuant to Section 1272 of
the Code (without regard to Section 1272(a)(7) of the Code) from the date of
issue of this Security to the date of determination, minus (c) any amount
considered as part of the "stated redemption price at maturity" of this Security
which has been paid on this Security from the date of issue to the date of
determination.
Section 7. MODIFICATION AND WAIVERS; ASSUMPTION; OBLIGATION OF
THE COMPANY ABSOLUTE. The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the Guarantor and the rights of the Holders of
the Securities of each series. Such amendment may be effected under the
Indenture at any time by the Company, the Guarantor and the Trustee with the
consent of the Holders of not less than a majority in principal amount of
Outstanding Securities affected thereby. The Indenture also contains provisions
permitting the Holders of not less than a majority in principal amount of the
Outstanding Securities at the time, on behalf of the Holders of all Outstanding
Securities, to waive compliance by the Company and the Guarantor with certain
provisions of the Indenture. Provisions in the Indenture also permit the Holders
of not less than a majority in principal amount of all Outstanding Securities of
any series to waive on behalf of all of the Holders of Securities of such series
certain past defaults under the Indenture and their consequences. Any such
consent or waiver shall be conclusive and binding upon the Holder of this
Security and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
The securities are unsecured and rank PARI PASSU with all
other unsecured and unsubordinated indebtedness of the Company.
The Guarantor, or any of its Subsidiaries, may directly
assume, by a supplemental indenture, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of the principal
of, any premium and interest on and any Additional Amounts with respect to all
the Securities and the performance of every covenant of the Indenture on the
part of the Company to be performed or observed. Upon any such assumption, the
Guarantor or such Subsidiary shall succeed to, and be substituted for and may
exercise every right and power
154
of, the Company under the Indenture with the same effect as if the Guarantor
or such Subsidiary had been named as the Company therein, and the Company
shall be released from all obligations and covenants with respect to the
Securities. No such assumption shall be permitted unless the Guarantor has
delivered to the Trustee (i) an Officers' Certificate and an Opinion of
Counsel, each stating that such assumption and supplemental indenture comply
with the Indenture, and that all conditions precedent herein provided for
relating to such transaction have been complied with and that, in the event
of assumption by a Subsidiary, the Guarantee and all other covenants of the
Guarantor in the Indenture remain in full force and effect and (ii) an
opinion of independent counsel that the Holders of Securities or related
coupons (assuming such Holders are only taxed as residents of the United
States) shall have no materially adverse United States federal tax
consequences as a result of such assumption, and that, if any Securities are
then listed on the New York Stock Exchange, that such Securities shall not be
delisted as a result of such assumption.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the Company
or the Guarantor (in the event the Guarantor is obligated to make payments in
respect of this Security), which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest, if any, and Additional Amounts
on this Security at the times, place and rate, and in the Currency herein
prescribed.
Section 8. DEFEASANCE AND COVENANT DEFEASANCE. The Indenture
contains provisions for defeasance at any time of (a) the entire indebtedness of
the Company and the Guarantor on this Security and (b) certain restrictive
covenants and the related defaults and Events of Default, upon compliance by the
Company and the Guarantor with certain conditions set forth therein, which
provisions apply to this Security, unless otherwise specified on the face
hereof.
Section 9. MINIMUM DENOMINATIONS. Unless otherwise provided on
the face hereof, this Security is issuable only in registered form without
coupons in denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000. If this Security is denominated in a Specified
Currency other than U.S. Dollars or is a Discount Security, this Security shall
be issuable in the denominations set forth on the face hereof.
Section 10. REGISTRATION OF TRANSFER. As provided in the
Indenture and subject to certain limitations herein and therein set forth, the
transfer of this Security is registrable in the Security Register upon surrender
of this Security for registration of transfer at a Place of Payment for the
series of Securities of which this Security forms a part, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company, and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
If the registered owner of this Security is the Depository
(such a Security being referred to as a "GLOBAL SECURITY"), and (i) the
Depository is at any time unwilling or unable to continue as depository and a
successor depository is not appointed by the Company within 60 days following
notice to the Company, or (ii) an Event of Default occurs, the Company will
issue
155
Securities in certificated form in exchange for this Global Security. In
addition, the Company may at any time, and in its sole discretion, determine
not to have Securities represented by a Global Security and, in such event,
will issue Securities in certificated form in exchange in whole for this
Global Security. In any such instance, an owner of a beneficial interest in
this Global Security will be entitled to physical delivery in certificated
form of Securities equal in principal amount to such beneficial interest and
to have such Securities registered in its name. Securities so issued in
certificated form will be issued in denominations of $1,000 (or such other
Minimum Denomination specified on the face hereof by the Company) or any
amount in excess thereof which is an integral multiple of $1,000 (or such
Minimum Denomination) and will be issued in registered form only, without
coupons.
No service charge shall be made for any such registration of
transfer or exchange, but the Company or the Guarantor, as the case may be, may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Guarantor, the Trustee and any agent of the Company,
the Guarantor or the Trustee shall treat the Person in whose name this Security
is registered as the owner hereof for the purpose of receiving payment of
principal of (and premium, if any) and interest, if any, on this Security and
for all other purposes whatsoever, whether or not this Security be overdue, and
none of the Company, the Guarantor, the Trustee or any agent of the Company, the
Guarantor or the Trustee shall be affected by notice to the contrary.
Section 11. ADDITIONAL AMOUNTS
All payments of, or in respect of, principal of and any
premium and interest on the Securities, and all payments pursuant to the
Guarantee, shall be made without withholding or deduction for, or on account of,
any present or future taxes, duties, assessments or governmental charges of
whatever nature imposed or levied by or on behalf of The Netherlands or any
political subdivision or taxing authority thereof or therein, unless such taxes,
duties, assessments or governmental charges are required by The Netherlands or
any such subdivision or authority to be withheld or deducted. In that event, the
Company or the Guarantor, as applicable, will pay such additional amounts of, or
in respect of, principal and any premium and interest ("Additional Amounts") as
will result (after deduction of such taxes, duties, assessments or governmental
charges and any additional taxes, duties, assessments or governmental charges
payable in respect of such) in the payment to the Holder hereof of the amounts
which would have been payable in respect of this Security or the Guarantee, as
the case may be, had no such withholding or deduction been required, except that
no Additional Amounts shall be so payable for or on account of:
(1) any tax, duty, assessment or other governmental charge imposed by
the United States or any political subdivision or taxing authority thereof or
therein;
(2) any tax, duty, assessment or other governmental charge which would
not have been imposed but for (A) the existence of any present or former
connection between the Holder hereof or a third party on behalf of such Holder
by reason of its (or between a fiduciary, settlor,
156
beneficiary, member, shareholder or possessor of a power over the Holder
hereof, if such Holder is an estate, trust, partnership or corporation)
having some present or former connection with The Netherlands, including,
being or having been a citizen or resident of The Netherlands, or being or
having been engaged in a trade or business or present therein or having or
having had a permanent establishment therein, but not including the mere
holding or ownership of a debt security or (B) the presentation of this
Security or the Guarantee thereof for payment more than 30 days after the
date on which such payment became due or was provided for, whichever is later;
(3) any estate, inheritance, gift, sale, transfer, personal property or
similar tax, duty, assessment or other governmental charge;
(4) any tax, duty, assessment or other governmental charge which is
payable otherwise than by withholding or deduction from payments of (or in
respect of) principal of or any premium or interest on the Securities or the
Guarantee(s) thereof;
(5) any tax, duty, assessment or other governmental charge that is
imposed or withheld by reason of the failure to comply by the Holder hereof or
the beneficial owner of this Security with a request of the Company or the
Guarantor addressed to such Holder (A) to provide information concerning the
nationality, residence or identity of such Holder or such beneficial owner or
(B) to make any declaration or other similar claim or satisfy any information or
reporting requirement, which, in the case of (A) or (B), is required or imposed
by statute, treaty, regulation or administrative practice of the taxing
jurisdiction as a precondition to exemption from all or part of such tax,
assessment or other governmental charge;
(6) any withholding or deduction that is imposed on a payment to an
individual and required to be made pursuant to any European Union Directive on
the taxation of savings implementing the conclusions of the ECOFIN (European
Union Economic and Finance Ministers) Counsel Meeting of 26-27 November 2000 or
any law implementing or complying with or introduced in order to conform to such
Directive; or
(7) any combination of items (1), (2), (3), (4), (5) and (6).
Additionally, Additional Amounts shall not be paid with
respect to any payment in respect of this Security to the Holder hereof if such
Holder is a fiduciary or partnership or other than the sole beneficial owner of
such payment to the extent such payment would be required by the laws of The
Netherlands (or any political subdivision or taxing authority thereof or
therein) to be included in the income for tax purposes of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such Additional Amounts had
it been the Holder of such Security.
Whenever in this Security there is mentioned, in any context,
the payment of the principal of or any premium or interest on this Security (or
any payments pursuant to the Guarantee) such mention shall be deemed to include
mention of the payment of Additional Amounts provided for in this Section 11 to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to the provisions of this Section 11 and
157
express mention of the payment of Additional Amounts in any provisions of
this Security shall not be construed as excluding Additional Amounts in those
provisions of this Security where such express mention is not made.
The provisions of this Section 11 shall apply mutatis mutandis
to any withholding or deduction for or on account of any present or future
taxes, assessments or governmental charges of whatever nature of any
jurisdiction in which any successor Person to the Company is organized, or any
political subdivision or taxing authority thereof or therein.
Section 12. EVENTS OF DEFAULT. If an Event of Default with
respect to the Securities of the series of which this Security forms a part
shall have occurred and be continuing, the principal of this Security may be
declared due and payable in the manner and with the effect provided in the
Indenture.
Section 13. DEFINED TERMS. All terms used in this Security
which are defined in the Indenture and are not otherwise defined herein shall
have the meanings assigned to them in the Indenture.
Section 14. GOVERNING LAW. This Security shall be governed by
and construed in accordance with the law of the State of New York, without
regard to principles of conflicts of laws.
158
GUARANTEE OF DEERE & COMPANY
FOR VALUE RECEIVED, DEERE & COMPANY, a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Guarantor", which term includes any successor Person under the Indenture
(the "Indenture") referred to in the Security on which this Guarantee is
endorsed), has unconditionally guaranteed, pursuant to the terms of the
Guarantee contained in Article XVI of the Indenture, the due and punctual
payment of the principal of and any premium and interest on such Security, when
and as the same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, in accordance
with the terms of such Security and the Indenture.
All payments pursuant to this Guarantee shall be made without
withholding or deduction for, or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied
by or on behalf of The Netherlands or the jurisdiction of organization of any
successor Company or any political subdivision or taxing authority thereof or
therein, unless such taxes, duties, assessments or governmental charges are
required by The Netherlands or such other jurisdiction or any such subdivision
or authority to be withheld or deducted. In that event, the Guarantor will pay
such Additional Amounts as will result (after deduction of such taxes, duties,
assessments or governmental charges and any additional taxes, duties,
assessments or governmental charges payable in respect of such) in the payment
to the Holder of the Security on which this Guarantee is endorsed of the amounts
which would have been payable in respect of the Guarantee thereof had no such
withholding or deduction been required, subject to certain exceptions as set
forth in Article X of the Indenture.
Subject to certain limitations in the Indenture, at any time
when the Guarantor is not subject to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting
requirements pursuant to Rule 12g3-2(b) under the Exchange Act, upon the request
of a Holder of a Security, the Guarantor will promptly furnish or cause to be
furnished Rule 144A Information (as defined below) to such Holder, or to a
prospective purchaser of a Security designated by such Holder in order to permit
compliance by such Holder with Rule 144A under the Securities Act of 1933 (the
"Securities Act"). "Rule 144A Information" shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor
provision thereto).
The obligations of the Guarantor to the Holders of the
Securities and to the Trustee pursuant to the Guarantee and the Indenture are
expressly set forth in Article XVI of the Indenture, and reference is hereby
made to such Article and Indenture for the precise terms of the Guarantee.
The Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Security upon which this
Guarantee is endorsed shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized signatories.
This Guarantee is unsecured and ranks PARI PASSU with all
other unsecured and unsubordinated obligations of the Guarantor.
159
Capitalized terms used herein and not otherwise defined herein
have the meanings specified in the Indenture.
IN WITNESS WHEREOF, the Guarantor has caused this Fixed Rate
Medium-Term Note Due from 9 Months to 30 Years from Date of Issue
Unconditionally Guaranteed by Deere & Company, to be duly executed under its
corporate seal.
Dated:
DEERE & COMPANY
By:________________________________
Name:
Title:
Attest:
160
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Company or the Guarantor (as the case may be) to repay this Security (or the
portion thereof specified below), pursuant to its terms, on the Optional
Repayment Date first occurring after the date of receipt of the within Security
as specified below (the "REPAYMENT DATE"), at a Repayment Price equal to 100% of
the principal amount thereof, together with interest thereon accrued to the
Repayment Date, to the undersigned at:
----------------------------------------
----------------------------------------
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this
Security with the Option to Elect Repayment duly completed must be received at
least 30 but not more than 45 days prior to the Repayment Date (or, if such
Repayment Date is not a Business Day, the next succeeding Business Day) by the
Company at its office or agency in The City of New York, which will be located
initially at the office of the Trustee at 450 West 33rd Street, New York, New
York 10001-2697.
If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which shall be $1,000 or
an integral multiple thereof) which is to be repaid: $ .
If less than the entire principal amount of the within
Security is to be repaid, specify the denomination(s) of the Security(ies) to be
issued for the unpaid amount ($1,000 or any integral multiple of $1,000;
provided that any remaining principal amount of this Security shall not be less
than the minimum denomination of such Security): $ .
Dated:________________________
____________________
Note: The signature to this Option to Elect Repayment
must correspond with the name as written upon the
face of the within Security in every particular
without alterations or enlargement or any change
whatsoever.
161
-------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - Custodian
------------------------------------
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
---------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
--------
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
-----------------------------------
-----------------------------------------------------------------
Please print or type name and address,
including zip code of assignee
-----------------------------------------------------------------
the within Security of JOHN DEERE B.V. and all rights thereunder and does hereby
irrevocably constitute and appoint
-----------------------------------------------------------------
________Attorney
to transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.
162
Dated ________________________
SIGNATURE GUARANTEED:_________________________________
______________________________________
_________________
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
the within Security in every
particular, without alteration or
enlargement or any change
whatsoever.
163